Terms of Service

Welcome to Grain, Inc. (“Grain,” “we,” “us,” or “our”). These Terms of Service (the “Agreement”) constitute a legal agreement between you and Grain that governs your access to and use of our platform, software, APIs, and all related services (collectively, the “Services”). By continuing to access and use the Services, you agree that such use is legally sufficient consideration under this Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING THE SERVICES, OR OTHERWISE INDICATING YOUR AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT, AND THAT YOU MAY BE WAIVING CERTAIN RIGHTS. IF YOU DO NOT AGREE TO ALL OF THE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.

IMPORTANT: THIS AGREEMENT CONTAINS A DISPUTE RESOLUTION PROVISION THAT INCLUDES AN ARBITRATION AGREEMENT, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER, THAT AFFECTS YOUR RIGHTS. IT ALSO CONTAINS PROVISIONS LIMITING OUR LIABILITY. PLEASE REVIEW THESE TERMS CAREFULLY.

THIS AGREEMENT ALSO CONTAINS IMPORTANT DISCLOSURES REGARDING DIGITAL ASSETS, INCLUDING THAT DIGITAL ASSETS ARE HIGHLY VOLATILE, MAY RESULT IN LOSS, AND ARE NOT FDIC-INSURED OR BACKED BY ANY GOVERNMENT. PLEASE REVIEW THE “RISKS OF DIGITAL ASSETS” SECTION CAREFULLY BEFORE USING THE SERVICES.

We may revise and update this Agreement from time to time in our sole discretion. Unless otherwise stated, changes are effective immediately upon posting. Your continued access to and use of the Services after changes are posted constitutes acceptance of the revised Agreement. We encourage you to review this Agreement periodically, so you are aware of any changes, as they are binding on you.

If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership, or other legal entity with which you are associated (“Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. References to “you” and “your” in this Agreement will refer to both the individual using the Services and to any such Organization.

Some words in this Agreement are capitalized because they have specific meanings. You can find those definitions in Section 16 (Defined Terms). In some cases, we may also explain a term the first time we use it.

Eligibility

To use the Services, you must be at least 18 years old, have the legal capacity to enter into a binding agreement, and not be prohibited from using the Services under United States (U.S.) law. You may not use the Services if you:

• are located in, a resident of, or organized under the laws of any jurisdiction subject to comprehensive U.S. sanctions;
• appear on any U.S. government restricted-party list, including the Treasury Department's Specially Designated Nationals List, Commerce Department's Denied Persons List or Entity List, or similar lists; or
• are owned or controlled by any such listed person or entity.

You are solely responsible for complying with all applicable laws of the jurisdiction from which you access the Services. By using the Services, you represent and warrant that you meet these requirements and will not use the Services for any illegal activity or any activity prohibited by this Agreement.

We may restrict access to the Services from certain U.S. states or territories where necessary to comply with applicable law and will maintain a list of restricted locations on our platform.

Accounts

Creating an Account

To use the Services, you must create an Account. As part of the account creation process, you will be required to provide certain personal and/or business information so that we can verify your identity and establish your Account. You represent and warrant that all information you provide to us, including in connection with account creation and identity verification, is true, accurate, current, and complete in all respects, and you agree to promptly update such information as necessary to ensure it remains accurate, current, and complete at all times.

By providing the required information, you authorize Grain to share your personal and business information with Erebor Bank, N.A. for the purposes of identity verification and account opening. By submitting the information, you acknowledge that you have read and agree to this Agreement and the Erebor Bank, N.A. Deposit Account Agreement.

To help the U.S. government fight the funding of terrorism and money laundering activities, federal law requires financial institutions to obtain, verify, and record information that identifies each person who opens an account. As part of this process, we may collect and verify information such as your name, address, date of birth, and government-issued identification number (such as a Social Security Number or, for non-U.S. persons, a passport number). We may also request documentation such as a driver’s license or other identifying documents.

If you are opening an Account for a business, we may also require the business’s legal name, physical address, and Taxpayer Identification Number (TIN/EIN), as well as formation documents (such as Articles of Incorporation or a partnership agreement). We are also required to identify and verify the beneficial owners of legal entity customers.

We perform identity verification (Know Your Customer or “KYC”) and may use third-party identity verification providers to do so. We may request additional information or documentation at any time to verify your identity, comply with applicable law, or manage risk. If you do not provide requested information, we may suspend or restrict your Account.

If you open an Account on behalf of a business, you represent that you have the authority to bind that business to this Agreement and that the business is duly organized and in good standing under applicable law.

Account Security

You are responsible for maintaining the confidentiality and security of your credentials and for all activity that occurs under your Account, whether or not authorized by you. You agree to notify us immediately if you suspect or become aware of any unauthorized access to or use of your credentials or Account, or any other actual or suspected security breach involving the Services, using the contact information in Section 19 (Contact Us).

We reserve the right to take any actions we reasonably deem necessary or appropriate to protect the security and integrity of the Services and your Account, including without limitation, suspending or restricting access to your Account, disabling or terminating your Account, changing login credentials or other identifiers, or requiring additional information to authorize Transactions.

To the fullest extent permitted by law, we disclaim all liability for any loss, damage, or unauthorized activity arising from your failure to comply with this Section or from any compromise of your credentials or Account.

Linked Bank Accounts and Wallets

To fund Transactions or receive proceeds, you must connect at least one Linked Account or Wallet and agree to connect your U.S. financial account to share account data with Grain and its affiliates. Data is either provided by you directly or collected by Grain and its third-party partners by using your log-in credentials. Grain uses this data to verify your Account, mitigate fraud, and assess your eligibility for services. You can disconnect your financial account at any time on the Services. You represent that you own and are authorized to use any Linked Account or Wallet you connect. We may delay or block Transactions if we have reason to believe a Linked Account or Wallet is not under your sole ownership or control.

Account Limits

We may set limits on the amount and frequency of Transactions, place holds on your Account, or restrict access to certain features for security, regulatory, or risk-management reasons. Applicable Transaction limits will be displayed on the Services. We will make reasonable efforts to notify you of material restrictions, but where we suspect fraud or where required by law, restrictions may be applied without prior notice. Regulatory holds (for example, pending screening sanctions) may be maintained for as long as necessary to complete our review.

Closing Your Account

You may close your Account at any time by contacting us, unless we reasonably believe the closure is intended to evade an investigation, legal obligation, or compliance review, or is otherwise inconsistent with applicable law or our policies. Upon closure, we will complete any open Transactions, subject to applicable law and our internal policies, and transfer any remaining funds to your Linked Account or Wallet. We may delay, withhold, or refuse to process any transfer of funds where required for compliance, fraud prevention, risk management, or legal purposes, including to complete identity verification, sanctions screening, or an ongoing investigation.

Closing your Account does not relieve you of any obligations incurred prior to closure, including any payment obligations, indemnities, or liabilities arising under this Agreement, which will survive termination as applicable. We will retain Account records as required by law and regulatory requirements, including for at least five (5) years after closure in accordance with Bank Secrecy Act and related obligations.

Services

What We Offer

The availability of specific Services may vary depending on your location, verification status, and other factors. The Services may include the ability to:

• send and receive supported Digital Assets (including stablecoins) and Fiat Currency;
• convert between supported Digital Assets and Fiat Currencies;
• integrate with payment rails for transferring assets, including instant payments for domestic and international recipients (individuals and businesses)
• hold funds in a Managed Account maintained by our third-party banking partner, which may facilitate the settlement of payments; and
• pay businesses using a Wallet via a one-time payment address.

We may also provide administrative, operational, and compliance support to assist third-party banking partners in servicing accounts. We may add, modify, or discontinue any of the Services and their features from time to time.

Important: Grain utilizes a regulated financial institution for banking services and is acting solely as an agent for the purpose of placing funds with the bank. Banking services are provided by Erebor Bank, N.A., Member FDIC. Grain is a financial technology company, not a FDIC-insured bank. Depository services are provided by Erebor Bank, N.A., a national bank regulated by the Office of the Comptroller of the Currency ("OCC").

How Transactions Work

When you submit a Transaction, you initiate a payment instruction that we facilitate through the Services. We facilitate the processing of that instruction but do not guarantee that any Transaction will be completed, confirmed, or settled. We may reject, delay, suspend, reverse, or cancel any Transaction for any lawful reason, including compliance, fraud prevention, risk management, insufficient funds, or technical limitations. All purchase Transactions require full payment in cleared funds at the time we process the Transaction.

In connection with a Transaction, the Services may generate a transaction-specific or session-based payment address. You are solely responsible for ensuring that Digital Assets are sent from your own wallet and to the correct address and supported blockchain network. We are not responsible for any loss resulting from incorrect addresses, unsupported networks, or user error.

Blockchain-based Transactions are generally irreversible once broadcast and confirmed. We do not have the ability to reverse, retrieve, or recover Digital Asset transfers initiated through external blockchain networks.

Upon successful confirmation of a Transaction, we coordinate the conversion of Digital Assets into Fiat Currency through third-party liquidity providers and banking partners and facilitate settlement to the designated recipient via applicable payment rails. Settlement timing, execution, and availability of funds are dependent on third parties and are not guaranteed.

We act solely as a technical and operational facilitator in connection with Transactions. We do not custody your Digital Assets, control your wallet or private keys, or take possession of funds at any time.

Custody and Safeguarding of Funds

Customer Fiat Currency. Fiat Currency you deposit or that we receive on your behalf is held in Managed Accounts at Erebor Bank, N.A. for your benefit. Grain does not take a proprietary interest in customer Fiat Currency. In the event of Grain's insolvency, funds held in Managed Accounts are intended to be available for return to customers, subject to applicable law and the Terms of Service with Erebor Bank, N.A. Deposit Account Agreement of the FBO arrangement.

Customer Digital Assets. We may hold Digital Assets on your behalf directly or through third-party custodians. You own the Digital Assets in your Account, and we (or our custodian) hold the private keys necessary to manage them on your behalf. We may use shared blockchain addresses and are not obligated to maintain separate addresses for each customer. We take reasonable care in selecting custodians, but in the event a custodian becomes insolvent, your claim against that custodian may be unsecured. We will maintain a list of our custodial partners on our platform.

Important: We are not a bank. Funds held in your Account are not FDIC-insured, not protected by SIPC, and not insured by any government agency.

Supported Assets

We maintain a list of supported Digital Assets and Fiat Currencies on our platform. We may add or remove support for any asset at any time. If we remove support for an asset you hold, we will give you a reasonable opportunity to withdraw or convert that asset. If you send us an unsupported asset, those funds may be lost, and we will have no obligation to recover them.

Exchange Rates and Pricing

We determine exchange rates between supported assets at our sole discretion. Rates may include a spread or premium over market prices. We will display the applicable rate before you confirm a Transaction. Exchange rates are indicative until you confirm the Transaction, and the final rate may differ from the rate initially displayed.

Fees and Taxes

Fees

We may charge fees for the Services, including transaction fees, processing fees, and blockchain network fees (gas fees). We will display the applicable fees before you confirm a Transaction. A fee schedule is available on our platform. Fee estimates may vary from the fees actually incurred due to blockchain network conditions. Your external Wallet provider or banking institution may impose additional fees for which we are not responsible.

All Transactions processed through the Services are non-refundable, except where required by applicable law. In certain cases, Transactions may fail due to blockchain errors, network congestion, or Wallet issues. We are not liable for failed Transactions or any network fees you incur in connection with them.

Right to Offset

If you owe us any amount (including fees, negative balances, or amounts due from reversed Transactions), we may deduct those amounts from funds in your Account or from proceeds of future Transactions.

Taxes

Fees are exclusive of all taxes. You are responsible for all applicable taxes imposed in connection with your use of the Services. You agree to indemnify and hold us harmless from liability resulting from your failure to pay applicable taxes. We may report Transaction activity to the IRS or other tax authorities as required by law.

Corrections

We reserve the right to correct errors in pricing, exchange rates, or Transaction details, including after a Transaction has been processed. If a correction results in an amount owed to you, we will credit your Account. If a correction results in an amount owed to us, we may debit your Account or offset per Section 4.2 (Right to Offset).

Compliance and Legal Obligations

Anti-money Laundering Compliance

We maintain a compliance program designed to prevent financial crime, including anti-money laundering and counter-terrorist financing measures, sanctions compliance, and ongoing transaction monitoring, in line with the requirements of our banking partners.

WE ARE NOT A BANK, BROKER-DEALER, EXCHANGE, OR INVESTMENT ADVISER. WE ARE NOT A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY (FINRA) OR SECURITIES INVESTOR PROTECTION CORPORATION (SIPC).

Compliance and Regulatory Disclosures

In connection with our compliance program, you acknowledge and agree that:

• We implement the compliance requirements of our banking partners and applicable laws that apply to the Services.
• We screen customers and Transactions against sanctions and restricted-party lists maintained by the U.S. Office of Foreign Assets Control ("OFAC") and other applicable government and regulatory lists.
• We monitor Transactions for compliance and risk purposes and may be required to file reports with U.S. regulators, including Suspicious Activity Reports ("SARs") or Currency Transaction Reports ("CTRs") with the Financial Crimes Enforcement Network ("FinCEN"). We are not permitted by law to notify you if such a report is filed.
• We may be required to collect and share information about senders and recipients of Transactions with financial institutions and other service providers in connection with regulatory requirements known as the "Travel Rule."
• We may freeze, delay, or block Transactions or restrict access to your Account where required for compliance, fraud prevention, risk management, or legal reasons. We may also disclose information about your Account in response to valid legal requests, such as subpoenas, court orders, or regulatory inquiries, without prior notice to you where legally permitted.
• We are required to retain Transaction and Account records for at least five (5) years in accordance with Bank Secrecy Act requirements and other applicable laws.

Prohibited Activities

You may not use the Services for or in connection with: unlawful activity of any kind; cannabis-related businesses; fraud or deception; gambling in violation of applicable law; intellectual property infringement; transactions with sanctioned parties or in sanctioned jurisdictions; purchase or sale of illegal goods or services; multi-level marketing or pyramid schemes; market manipulation; providing yourself a cash advance; circumventing any restrictions or security measures we have implemented; or any other activity we designate as prohibited on the Services. We may expand prohibited uses at our discretion.

Regulatory and Compliance Actions

We, and/or our partner bank, may take any actions necessary to comply with applicable law, regulation, sanctions requirements, or requests from regulatory or law enforcement authorities. These actions may include screening customers and Transactions, monitoring activity, and taking steps required under anti-money laundering, counter-terrorist financing, and sanctions compliance obligations.

We may, in our sole or reasonable discretion and without prior notice where permitted by law, suspend, restrict, or terminate your Account; freeze or place holds on funds; delay, decline, cancel, or refuse to process any Transaction; and report activity to law enforcement or regulatory authorities if we determine, in good faith, that: (a) you have violated this Agreement or applicable law; (b) a Transaction involves suspected fraud, illegal activity, or sanctioned parties; (c) we are required to take such action by applicable law, regulation, or legal process; or (d) your Account or activity presents a compliance, legal, operational, fraud, or other risk exposure.

We may also disclose information about you or your Account to regulatory authorities, financial institutions, or other third parties where required or permitted by law, including in response to subpoenas, court orders, or regulatory inquiries, without prior notice where legally permitted.

You acknowledge that we and our partner bank may take any actions required under this Section at any time, including where not expressly described in this Agreement, and that such actions are necessary for compliance and risk management purposes. To the fullest extent permitted by law, we and our partner bank shall have no liability for any action taken under this Section.

Error Resolution and Unauthorized Transactions

Reporting Errors or Unauthorized Transactions

If you believe a Transaction was executed in error or without your authorization, notify us immediately at contact@grain.inc. You should report any suspected unauthorized activity as soon as possible to minimize potential losses.

Investigation

Upon receiving your report, we will investigate and make reasonable efforts to resolve the matter within ten (10) Business Days. If we need additional time, we may extend our investigation up to forty-five (45) calendar days, during which we may, in our sole discretion, provide provisional credit to your Account. We, or the partner bank, will notify you of the results of our investigation and any final determination.

Customer Cooperation

You agree to cooperate with our investigation, including by providing any information or documentation we reasonably request. Failure to cooperate may limit our ability to resolve your claim.

Risks of Digital Assets

Digital Assets carry significant risks. Before using the Services, you should understand and accept the following:

• Digital Assets are not legal tender, not backed by the U.S. government, and not FDIC-insured.
• The value of Digital Assets can be highly volatile and may decline to zero.
• Blockchain transactions are generally irreversible. If you send assets to the wrong address or lose access to your Wallet, those assets may be permanently lost.
• Smart contracts execute automatically when certain conditions are met and typically cannot be stopped or reversed. Vulnerabilities in smart contract code or security incidents can result in loss of assets.
• Blockchains may experience forks, outages, congestion, or other disruptions that could affect the value or availability of your Digital Assets.
• Stablecoin issuers may not hold sufficient reserves, may freeze or blacklist addresses, or may fail to honor redemptions at par. The value of a stablecoin may deviate from its intended peg. Each stablecoin has its own issuer and reserve structure; Grain does not guarantee the redemption value of any stablecoin.
• The regulatory environment for Digital Assets is evolving. Future laws or regulations may adversely affect the value, utility, or legality of Digital Assets, and new taxation requirements may apply.
• We do not control any blockchain protocol and make no guarantees about blockchain functionality, security, or availability.

By using the Services, you acknowledge that you have read, understood, and accepted these risks.

Restrictions on Use

You agree to use the Services only for lawful purposes and in compliance with all applicable laws, rules, and regulations. Without limiting, and in addition to, any other restrictions or obligations set forth in this Agreement (including Section 5.3 (Prohibited Activities)), you may not use the Services, or assist any third party in using the Services, to:

• engage in fraud, deception, dishonesty, collusion, malicious activity, or any unlawful or abusive conduct;
• violate, infringe, or misappropriate any intellectual property, privacy, publicity, or other legal rights of any person or entity;
• submit, transmit, or otherwise make available any content that is unlawful, fraudulent, defamatory, obscene, pornographic, hateful, discriminatory, harassing, threatening, tortious, or otherwise objectionable in our sole discretion;
• transmit or distribute unsolicited or unauthorized advertising, promotional materials, spam, junk mail, chain letters, or other forms of solicitation;
• submit or share sensitive personal information unless expressly requested by us;
• impersonate or misrepresent your affiliation with any person or entity, or falsely imply endorsement by Grain;
• reproduce, copy, modify, distribute, sell, resell, or otherwise exploit any part of the Services or Grain Materials, or create derivative works, except as expressly permitted under this Agreement;
• reproduce, duplicate, copy, publicly display, distribute, frame, mirror, sell, resell, prepare derivative works, or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services or Grain Materials without our express prior written permission;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the underlying computer programs, software, source code, methodology, or algorithms related to the Services;
• remove any copyright, trademark, or other proprietary notices from the Services;
• access or use the Services through any automated means, including bots, scripts, crawlers, or similar technologies;
• use any automated or programmatic tools (including robots, spiders, scrapers, or data mining tools) to monitor, scrape, extract, collect, or index any data, content, or information from the Services;
• interfere with, disrupt, impair, overburden, or otherwise negatively affect the Services or any other user's access or use of the Services, including by monitoring availability, performance, or functionality;
• attempt to gain unauthorized access to the Services, other users' accounts, or connected systems;
• circumvent, disable, or interfere with any security, access control, rate limits, or content protection measures of the Services or any third-party systems;
• introduce, upload, transmit, or distribute viruses, worms, trojan horses, spyware, adware, or other malicious or harmful code;
• use the Services to build or support a competing product or service, or to benchmark, analyze, or evaluate the Services for competitive purposes;
• exploit the Services for unauthorized commercial purposes, including resale, sublicensing, or unauthorized access; or
• access or use the Services in any manner not expressly permitted by this Agreement or attempt to circumvent any restrictions imposed by us.

Intellectual Property

Grain Materials

All content, software, trademarks, logos, and other materials we provide through the Services, including without limitation names, logos, text, designs, graphics, trademarks, trade dress, images, interfaces, code, software, and any other content appearing in or on the Services (collectively, "Grain Materials") are owned by us or our licensors. We grant you a limited, non-exclusive, non-transferable license to use Grain Materials solely to the extent necessary for your use of the Services. You may not copy, modify, distribute, or create derivative works from Grain Materials without our prior written consent.

Grain Materials may be protected under applicable copyright, trademark, patent, and other intellectual property rights. All intellectual property rights associated with the Services and Grain Materials, and related goodwill, are proprietary to Grain and/or its licensors. You do not acquire any rights, title, or interest in any Grain Materials by accessing or using the Services. Grain reserves all rights to the Services and Grain Materials not granted expressly in this Agreement.

Except as expressly permitted by this Agreement, any copying, redistribution, use or publication by you of any Grain Materials or any part of the Services is strictly prohibited. We make no representations, warranties or guarantees, whether express or implied that any Grain Materials are accurate, complete, or up to date.

Subject to your compliance with the terms and conditions set forth in this Agreement, Grain grants you a limited, revocable, non-transferable, nonexclusive right to access and use the Services only for internal business purposes. Your access to and use of the Services is at the sole discretion of Grain who may terminate your access and use at any time.

Feedback and Suggestions

We welcome your comments and feedback regarding our products and our services. We do not, however, accept confidential or proprietary information. Accordingly, all feedback, suggestions, ideas, or any other information you provide to us regarding the Services (collectively, "Feedback") are not confidential. By providing us with Feedback, you agree that: (a) we are free to use such Feedback for any purpose; (b) such Feedback will be deemed not to be confidential or proprietary; (c) we may have something similar already under consideration or in development; and (d) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances unless otherwise expressly agreed in writing by us. By providing Feedback to us directly or indirectly, you grant to us (or warrant that the owner of such information and material has expressly granted to us) a worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable, and unrestricted right and license to use Feedback in any way and for any purpose, including to improve the Services or create new products, without compensation or attribution.

Third-Party Platforms

Our Services may be integrated with or accessed through third-party platforms. Those platforms may have their own terms, conditions, and fees. We are not responsible for the services, actions, or omissions of any third-party platform. Disputes with a third-party platform are between you and that platform.

YOU AGREE THAT YOUR USE OF ANY THIRD-PARTY PLATFORM IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH THIRD-PARTY PLATFORM.

Privacy

Our collection and use of your personal information is governed by our Privacy Policy. Please review the Privacy Policy for more information about how we collect and use personal information.

Suspension and Termination

Term and Termination

This Agreement is in effect from the date that you first access the Services until terminated by you or us. You may terminate this Agreement at any time by providing written notice to us using the contact information in Section 19 (Contact Us). Such notice must include your detailed contact information and sufficient information to identify your Account. We may terminate this Agreement at any time by notifying you using any contact information we have about you or by posting such notice on the Services.

Account Suspension, Restriction, and Termination

Separately from our regulatory and compliance obligations described elsewhere in this Agreement, and in addition to any right or remedy that may be available to us under applicable law, we may suspend, restrict, limit, or terminate your Account, or limit your access to all or part of the Services, at any time, with or without notice, for any reason permitted by law, including if: (a) we believe your Account or activity violates this Agreement or our policies; (b) you provide inaccurate or misleading information; (c) we detect or suspect misuse of the Services, security risks, or unauthorized access; (d) we are performing system maintenance, updates, or operational improvements; (e) your use of the Services creates technical, operational, reputational, or business risk; (f) we decide to discontinue or modify all or part of the Services; or (g) reasonably necessary or appropriate to comply with applicable law. We may also limit access to the Services or certain features in connection with any suspension or termination. To the fullest extent permitted by law, we shall have no liability for any action taken under this Section.

You agree that if your use of the Services is terminated pursuant to this Agreement, you will not attempt to use the Services under any name, real or assumed, and further agree that if you violate this restriction after being terminated, you will indemnify and hold us harmless from any and all liability that we may incur therefore. Your use of the Services after termination will be a violation of this Section, which survives any termination.

Effect of Termination

Upon termination of this Agreement, your right to access and use the Services will immediately cease. You must discontinue all access to and use of the Services and any Grain Materials. You are responsible for completing any outstanding obligations or Transactions prior to termination, and certain provisions of this Agreement will continue to apply after termination as described below. We may complete or decline to process pending Transactions and may take reasonable steps to close your Account and settle any remaining balances in accordance with applicable law and our policies.

Survival

Upon termination, any provisions of this Agreement that by their nature are intended to survive termination will remain in effect, including provisions relating to intellectual property, disclaimers, limitation of liability, indemnification, dispute resolution, and compliance obligations.

Disclaimers and Limitation of Liability

Disclaimer of Warranties

THE SERVICES AND ALL CONTENT MADE AVAILABLE ON OR THROUGH THE SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. WE MAKE NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, OR AVAILABILITY OF THE SERVICES OR ANY OF THE CONTENT AVAILABLE ON THE SERVICES OR ANY OTHER WEBSITES LINKED TO OR FROM THE SERVICES. DOWNLOADING OR OTHERWISE OBTAINING ANY CONTENT THROUGH THE SERVICES IS DONE AT YOUR OWN RISK.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GRAIN, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, INCLUDING THE BANK, CONTRACTORS, LICENSORS, SUCCESSORS, OR ASSIGNS (COLLECTIVELY, "COVERED PARTIES") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE SERVICES, CONTENT, OR ANY EXTERNAL LINKS, OR THE USE OR INABILITY TO USE THE SERVICES OR CONTENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF REVENUE, LOSS OF USE, LOSS OR CORRUPTION OF DATA, INABILITY TO ACCESS OR USE ANY EQUIPMENT, SOFTWARE, OR DATA, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SYSTEM FAILURE, ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS IN OPERATION OR TRANSMISSION, COMPUTER VIRUSES, OR OTHER TECHNOLOGICAL FAILURES, EVEN IF THE COVERED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. ADDITIONALLY, THE COVERED PARTIES SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY ACTS, OMISSIONS, OR CONDUCT OF ANY USER OR OTHER THIRD PARTY. THE FOREGOING LIMITATION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE.

THE COVERED PARTIES' TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF THE ACTUAL TOTAL AMOUNT RECEIVED BY US FROM YOU IN THE SIX (6) MONTHS PRECEDING THE CLAIM, OR THE LOWEST LIABILITY LIMITATION ALLOWED BY APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE COVERED PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO GRAIN IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.

Legal Limitations

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that we may not, under applicable law, disclaim any warranty or limit our liability, such warranty and liability will be limited to the minimum scope and duration permitted by law. In all other cases, the disclaimers and limitations set forth in this Agreement will apply to the fullest extent permitted by applicable law.

No Fiduciary Duty; No Advice

We are not your trustee, financial advisor, fiduciary, or other professional, and we do not provide investment, legal, tax, or accounting advice. Nothing on the Services constitutes or should be construed as a recommendation, endorsement, or advice regarding any Digital Asset, transaction, or strategy. You acknowledge that you are solely responsible for evaluating the merits and risks of any transaction and for your use of the Services, and that you will not rely on us for any such advice or recommendations.

Indemnification

You agree to indemnify, defend, and hold harmless the Covered Parties from and against any and all claims, damages, suits, actions, liabilities, judgments, losses, costs, or other expenses (including without limitation reasonable attorneys' fees) arising out of or related to: (a) your breach of this Agreement; (b) your violation of any applicable law, regulation, or third-party rights; (c) your use of or activities in connection with the Services; (d) your negligence or willful misconduct; or (e) any content, data, or other information you submit, post, or transmit through the Services. We reserve the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY — IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO BRING OR MAINTAIN A COURT ACTION, TO A JURY TRIAL, TO PARTICIPATE IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, WHETHER IN COURT OR IN ARBITRATION, AS WELL AS YOUR RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF.

Overview

Arbitration is a private dispute resolution process that uses a neutral arbitrator instead of a judge or jury. It generally allows for more limited discovery than court proceedings and is subject to limited judicial review. You may be represented by an attorney in arbitration or choose to proceed without one. This Section 15 (Dispute Resolution) shall survive termination of this Agreement. For purposes of this Section 15 (Dispute Resolution), "Grain," "we," and "our" shall include Grain and its past, present, and future subsidiaries, parents, affiliates, agents, employees, officers, directors, predecessors in interest, successors, representatives, and assigns.

Agreement to Arbitrate

Except as otherwise provided herein, any dispute, claim, or controversy arising out of or relating to the following (each a "Dispute") shall be resolved by binding individual arbitration: (a) your access to or use of the Services; (b) this Agreement, including its formation, breach, termination, enforcement, interpretation, or validity, including the scope or enforceability of this arbitration provision; (c) our Privacy Policy; and (d) any aspect of your relationship with us, in each case whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory. For purposes of this Agreement, "Dispute" shall be interpreted in the broadest manner permitted by law and includes, without limitation, claims arising before or after the formation of this Agreement or termination of your relationship with us.

Informal Dispute Resolution

Before initiating arbitration, the parties agree to attempt to resolve any Dispute informally. The party initiating the Dispute must send a written notice to the other party ("Notice") that includes: (a) the initiating party's contact information (including name, address, telephone number, and email address) (with their counsel's contact information, if applicable); (b) a detailed description of the Dispute, and (c) the nature and basis of the claim and relief sought ("Demand"). If you are initiating a Dispute, you must send your Notice, including all of the information referenced above, by email to contact@grain.inc using the information in the Section 15 (Dispute Resolution). If we are initiating a Dispute, we will send our Notice, including all of the information referenced above, to you at the most recent contact information we have on file for you. Upon receipt of a complete Notice, the parties agree to engage in good-faith negotiations for at least thirty (30) days (which may be extended by mutual agreement). If the Dispute is not resolved within this period, either party may proceed to arbitration or small claims court. This is a condition precedent to initiating arbitration. Arbitration forms can be downloaded from www.jamsadr.com.

Arbitration Rules and Procedures

Arbitration will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures, including applicable Expedited Procedures, in each case as such rules and procedures exist as of the effective date of this Agreement, (the "JAMS Rules"), as modified by this Section 15 (Dispute Resolution). The JAMS Rules are available at www.jamsadr.com or by emailing JAMS at globalteam@jamsadr.com.

The arbitration shall be conducted by a single neutral arbitrator. The arbitrator may allow reasonable discovery in accordance with the JAMS Rules. Judgment on any arbitration award may be entered in any court of competent jurisdiction. The arbitrator may not award punitive or exemplary damages except where required by statute, and the parties waive any right to recover such damages to the fullest extent permitted by law. The arbitrator may not award any indirect, incidental, consequential, lost profits damages, or other equivalent damages unless required by law. Either party may seek provisional or injunctive relief in court of competent jurisdiction where permitted.

Arbitration Hearings

If you are seeking US $10,000 (or equivalent in your local jurisdiction's currency at time of filing) or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephone or video hearing, or by an in-person hearing as established by the JAMS Rules. If you are seeking more than US $10,000 (or equivalent in your local jurisdiction's currency at time of filing), the hearing format will be determined by the JAMS Rules. Unless otherwise required by law, any in-person hearing will take place in New Castle County, Delaware, unless the arbitrator determines that such location is unreasonably burdensome, in which case an alternative location or remote hearing (conducted over the phone, using video conferencing, or similar) may be used. You may also be entitled to a hearing near your place of residence where required by law. If arbitration is conducted solely on the basis of documents, the arbitrator's decision and award will be issued within six (6) months of arbitrator selection unless extended by the arbitrator.

Arbitration Fees and Costs

Except as expressly set forth in this Agreement, the payment of all filing, administrative, and arbitration fees and costs will be governed by the JAMS Rules. Notwithstanding the foregoing, except in the event of a Coordinated Claim (as defined below), if you are required to pay arbitration filing fees, we will reimburse you for such fees upon receipt of notice that arbitration has been initiated, unless your claim seeks more than US $10,000 (or equivalent in your local currency at the time of filing) or the arbitrator determines the claim is frivolous, in which case you will be responsible for such filing fees.

Award

If the arbitrator awards you damages of an amount at least US $100 greater than our last documented settlement offer, we will pay the greater of the arbitration award or US $2,500.

Class Action Waiver

YOU AND WE AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL CLAIMS OR ARBITRATIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT AND RESOLVED ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE BASIS, WHETHER IN COURT OR ARBITRATION.

Accordingly, neither party may initiate or participate in any class action, collective action, consolidated action, private attorney general action, or other representative proceeding. Except as expressly provided for Coordinated Claims (as defined below), the arbitrator may not consolidate more than one person's claims and may not preside over any class, collective, consolidated, or representative proceeding, unless both parties agree otherwise.

If this specific provision is found to be unenforceable, then the entirety of this Section 15 (Dispute Resolution) shall be null and void and shall be severed from the remainder of this Agreement. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.

Jury Trial Waiver

YOU AND WE EACH KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW IN ANY ACTION, SUIT, DISPUTE, OR PROCEEDING (INCLUDING ANY CLAIM OR COUNTERCLAIM), WHETHER IN COURT OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, IN ANY CAPACITY WHATSOEVER.

Coordinated or Mass Arbitration (Coordinated Claims)

If twenty-five (25) or more similar Disputes are asserted against Grain by the same or coordinated counsel or are otherwise coordinated ("Coordinated Claims") the parties agree that the Dispute shall proceed in arbitration in a coordinated proceeding governed by the JAMS Mass Arbitration Rules. If there is a conflict by the JAMS Mass Arbitration Rules and this Agreement, then the JAMS Mass Arbitration Rules shall prevail.

Counsel for each party shall each select five (5) test cases to proceed first ("Test Cases"). The remaining claims will be stayed pending resolution of the Test Cases. If the parties are unable to resolve the remaining Disputes after the conclusion of the Test Cases, each side may select another five (5) Disputes to proceed to arbitration for a second bellwether proceeding. This process may continue until the parties have determined an objective methodology to make an offer to resolve each and every outstanding Dispute. A court will have authority to enforce this clause and, if necessary, to enjoin the mass filing of arbitration demands against Grain. Individuals bringing Coordinated Claims shall be responsible for up to US $250 (or equivalent in your local jurisdiction's currency at time of filing) of their filing fees or the maximum permissible under the applicable arbitration rules. All applicable statutes of limitations and defenses based upon the passage of time will be tolled while the Coordinated Proceedings specified in this Section are pending. We will take such action, if any, required to effectuate such tolling.

Exceptions to Arbitration; Injunctive Relief

Notwithstanding anything in this Section, either party may bring an individual action in small claims court; or seek injunctive or equitable relief in a court of competent jurisdiction for matters involving intellectual property, unauthorized access, or misuse of the Services. Whether a Dispute falls within the jurisdictional limits of small claims court is for the small claims court to decide in the first instance and otherwise for a court of competent jurisdiction to decide.

Confidentiality

The parties shall maintain the confidential nature of the arbitration proceeding, including the hearing and award, except as may be necessary to prepare for or conduct the arbitration; seek interim relief in court; challenge or enforce an award; or comply with legal or regulatory requirements.

Law Governing Arbitration; Appeals

Any arbitration conducted pursuant to this Agreement shall be governed by the Federal Arbitration Act and applicable federal arbitration law. To the extent not inconsistent with the foregoing or preempted by federal law, the arbitration shall also be governed by the laws of the State of Delaware, without regard to its conflict of laws principles.

The parties agree that any final arbitration award arising out of or relating to this Agreement shall be subject to the JAMS Optional Arbitration Appeal Procedure (as in effect on the effective date of this Agreement), and that such procedure shall apply in lieu of any other form of appellate review to the fullest extent permitted by law.

Severability and Survival

If any portion of this Section 15 (Dispute Resolution) is found or becomes invalid or unenforceable, the remainder of this Section 15 (Dispute Resolution) and any clauses concerning, relating to, specifying, or otherwise describing the arbitration agreement shall be severed from this Agreement. Notwithstanding the foregoing, any duty of confidentiality (whether or not such duty is connected with arbitration) shall survive such severance.

Defined Terms

In this Agreement, the following capitalized terms have the meanings set out below:

"Account" means the account you create to access the Services.

"Business Day" means any day other than a Saturday, Sunday, or federal bank holiday in the U.S.

"Digital Assets" means any stablecoin, cryptocurrency, or other digital token that is a digital representation of value based on a cryptographic protocol.

"End Client" You are entering into a Partner-Client Agreement, for so long as such Partner-Client Agreement is in effect. "End Client" will include any End Client who receives or has received Plaid Services (including via any Partner Services), and (b) for the purposes of Partner's and any End Client's rights and remedies, "End Client" will include any End Client who is bound by an active Partner-Client Agreement. See Exhibit A, which is incorporated herein by reference and forms part of this Agreement, for additional terms applicable to End Clients.

"End User" means an end user of the Partner Services or of an End Client application that uses the Partner Services. For clarity, End Clients are not End Users.

"Fiat Currency" means any government-issued currency, including the U.S. Dollar.

"Linked Account" means a bank account you own that you connect to the Services to fund Transactions or receive proceeds.

"Transaction" means an instruction you submit through the Services to send, receive, convert, or otherwise transfer Digital Assets or Fiat Currency.

"Wallet" means a compatible cryptocurrency wallet you connect to the Services.

General Provisions

Electronic Communications

When you use the Services or send communications to us, you are communicating with us electronically. By using the Services, you consent to receive all communications from us electronically, including legal notices, policy updates, and any other communications related to your use of the Services. We may communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from us intended for receipt by you shall be deemed delivered and effective when sent to the email address you provide to us. You are responsible for keeping your email address current. Please note that by providing us with your email address, postal address, or phone number, you are agreeing that we or our agents may contact you at that address or number in a manner consistent with our Privacy Policy.

Modifications to the Services

We reserve the right, in our sole discretion and without notice, to modify, suspend, or discontinue any part of the Services (including any features, content, products, or functionality offered through the Services) at any time. We may also experience interruptions, delays, or limitations in the availability of the Services due to maintenance, updates, system failures, or other causes. To the fullest extent permitted by law, we shall not be liable for any loss, damage, or inconvenience arising from any modification, suspension, discontinuation, or unavailability of the Services.

Governing Law, Venue, and Forum

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

Except as otherwise expressly provided in Section 15 (Dispute Resolution), any legal action or proceeding arising out of or relating to this Agreement that is not subject to arbitration or permitted to be brought in small claims court shall be brought exclusively in the state or federal courts located in New Castle County, Delaware. The parties irrevocably consent to the personal jurisdiction of such courts and waive any objection based on venue, inconvenience of forum, or any right to seek transfer of any such action to another court.

Changes to this Agreement

We may change or update this Agreement from time to time. We will use reasonable efforts to notify you of such changes, such as by posting a banner on the Services indicating that the terms have changed or by sending an email to you. However, please check the "Last Updated" legend at the top of this page to see when this Agreement was last revised. When changes are made to this Agreement, they will become immediately effective when published on this page unless otherwise noted. We encourage you to periodically review this Agreement—there may have been changes to our policies that may affect you. If you do not agree to the Agreement as modified, then you must discontinue your use of the Services. CONTINUED ACCESS AND USE OF THE SERVICES AFTER CHANGES HAVE BEEN MADE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE REVISED AGREEMENT THEN IN EFFECT. YOU AGREE THAT YOU WILL REVIEW THIS AGREEMENT PERIODICALLY AND THAT YOU SHALL BE BOUND BY THIS AGREEMENT AND ANY MODIFICATIONS TO IT.

Children

The Services are not designed to appeal to minors, and we do not knowingly attempt to solicit or receive any information from children under thirteen (13) years of age. YOU MUST BE AT LEAST THE AGE OF MAJORITY IN YOUR LOCAL JURISDICTION, WHICH IS EIGHTEEN (18) YEARS IN MOST JURISDICTIONS, TO ACCESS AND USE THE SERVICES.

Waiver

Our failure to enforce any provision of this Agreement or respond to a breach by you or any other party, shall not be deemed a waiver of our right to enforce that provision or any other provision of this Agreement in the future, nor our right to act with respect to any similar or subsequent breaches. This Agreement will be enforced to the fullest extent permitted by applicable law.

Severability

If any provision of this Agreement is held to be invalid or unenforceable to any extent, then such provision will be interpreted, construed, and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent. If that is not possible, the provision shall be removed, and the remaining provisions of the Agreement will continue in full force and effect.

Assignment

We may assign our rights and obligations under this Agreement at any time without your consent, including in connection with a merger, acquisition, or sale of assets. You may not assign any of your rights or obligations under this Agreement without our prior written consent. The Agreement and any amendment thereto shall be binding on and will inure to the benefit of the parties and their respective successors and permitted assigns.

Export Laws

You agree not to export or re-export the Services in violation of applicable U.S. export control laws. The Services may not be exported to U.S.-embargoed countries or to persons on U.S. government restricted-party watchlists.

Force Majeure

We will not be liable for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control, including acts of God; flood, fire, earthquake, epidemics, or pandemics; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; government order, law, or actions; embargoes or blockades in effect on or after the date of this Agreement; national or regional emergency; strikes, labor stoppages or slowdowns, or other industrial disturbances; shortage of adequate power or transportation facilities; and blockchain protocol failures, hard forks, node outages, or network congestion.

Unclaimed Property

If your Account is inactive for the period defined by applicable state law, we may be required to report and remit funds to the applicable state as unclaimed property. We will attempt to contact you before doing so. If the state requires liquidation of Digital Assets into Fiat Currency before remittance, we will do so. We are not liable for loss of value resulting from such liquidation.

Entire Agreement

This Agreement, together with any other documents incorporated by reference, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements.

State-Specific Disclosures

California Residents

In accordance with Cal. Civ. Code § 1789.3, California residents are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 951-5210.

If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered and expressly forgo and waive all protections as by California Civil Code § 1542, which states, "[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." By using the Services, you agree that these California Civil Code § 1542 protections no longer apply to you.

New Jersey Residents

If you are a consumer residing in New Jersey, the provisions of this Agreement relating to disclaimers of warranties, limitation of liability, indemnity, dispute resolution, and governing law do not apply to you to the extent they are unenforceable under New Jersey law (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law). According to N.J.S.A. 56:12-16, you may have additional rights if you are a New Jersey resident and other provisions of this Agreement are found to violate an established legal right.

Contact Us

If you have questions about this Agreement, please contact us at:

Grain, Inc.
Email: contact@grain.inc

Legal notices to Grain must be sent by email to:

Grain, Inc.
Attn: Chief Compliance Officer
contact@grain.inc

Exhibit A - Plaid End Client Flow Down Terms

Restrictions

Unless Plaid specifically agrees otherwise in writing, End Client will not, and will not enable or assist any third-party to: (i) attempt to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Plaid services described at https://www.plaid.com ("Plaid Services"); (ii) modify, translate, or create derivative works based on the Plaid Services; (iii) make the Plaid Services or information and data of End Client's end users ("End Users") provided to End Client via the Plaid Services (such information and data, the "Plaid-Provided Data") or any derivative work thereof available to, or use the Plaid Services or Plaid-Provided Data (or any derivative work thereof) for the benefit of, anyone other than End Client or End Users; (iv) sell, resell, license, sublicense, distribute, rent, or lease any Plaid Services or Plaid-Provided Data (or any derivative work thereof) to any third-party, or include any Plaid Services or Plaid-Provided Data (or any derivative work thereof) in a service bureau, time-sharing, or equivalent offering; (v) publicly disseminate information from any source regarding the performance of the Plaid Services or Plaid-Provided Data; or (vi) attempt to create a substitute or similar service through use of, or access to, the Plaid Services or Plaid-Provided Data. End Client will use the Plaid Services and Plaid-Provided Data only in compliance with: (a) the End Client application, use case, and other restrictions agreed between Plaid and Partner; (b) the Plaid developer policies (available at https://www.plaid.com/legal); (c) Plaid's applicable technical user documentation (available at https://www.plaid.com/docs); and (d) any agreements between End Client and End Users (for clarity, including any privacy policy or statement). Notwithstanding anything to the contrary, as between Plaid and End Client, End Client accepts and assumes all responsibility for complying with all applicable laws and regulations in connection with End Client's activities involving any Plaid Services, Plaid-Provided Data, or End User data. End Client acknowledges and agrees that: (I) Plaid is neither a "consumer reporting agency" nor a "furnisher" of information to consumer reporting agencies under the Fair Credit Reporting Act ("FCRA"); and (II) the Plaid-Provided Data is not a "consumer report" under the FCRA. End Client represents and warrants that it will not, and will not permit or enable any third party to, use the Plaid Services (including Plaid-Provided Data) as a or as part of a "consumer report" as that term is defined in the FCRA, or otherwise use the Plaid Services (including Plaid-Provided Data) such that the Plaid Services (including Plaid-Provided Data) would be deemed "consumer reports" under the FCRA. Notwithstanding anything to the contrary, End Client will be bound by, and will only use the Plaid Services and Plaid-Provided Data in compliance with, the terms and conditions set forth in this agreement.

Secondary Investors

Subject to this Section 2 (Secondary Investors), End Client may request that Plaid or Partner disclose Plaid-Provided Data or a Partner product or service including or incorporating Plaid-Provided Data (collectively, the "Shared Data") to End Client's Secondary Investors. "Secondary Investor" means a third-party investor or purchaser of a financial product originated by End Client and provided to an End User (e.g., a loan), with which investor or purchaser Plaid maintains a separate technical Integration.

(i) End Client represents and warrants to Plaid that, before disclosure of Shared Data to any Secondary Investor, End Client will provide and obtain all required (including under applicable law) notices and consents from the applicable End User with respect to disclosure of Shared Data to such Secondary Investor by Plaid or Partner. Notwithstanding anything to the contrary: (a) as between Plaid and End Client, solely End Client is responsible for its relationships with Secondary Investors and with Partner, including any related billing matters, technical support, or disputes; (b) End Client will enter into legally binding written agreements with each Secondary Investor that are consistent with this Section 2 (Secondary Investors) and all applicable terms and conditions of this Exhibit A (End Client Flow Down Terms), including Section 1 (Restrictions); and (c) as between Plaid and End Client, End Client will remain responsible for the Secondary Investors' compliance with all of the terms and conditions of this Exhibit A (End Client Flow Down Terms) (including terms relating to use of Plaid-Provided Data or Shared Data).(iii) As between Plaid and End Client, End Client will be fully liable for: (a) any breach by End Client of this Section 2 (Secondary Investors); (b) any acts or omissions of Secondary Investors; and (c) any dispute arising among End Client, Partner, Secondary Investors, and/or End Users relating to the (ii) Plaid Confidential Information disclosure or use of Shared Data as contemplated in this Section 2 (Secondary Investors).

Privacy and Authorizations

Before any End User engages with Partner products or services which include, are derived from, or incorporate the Plaid Services, End Client warrants and will ensure that it provides all notices and obtains all consents required under applicable law to enable Plaid to process End User data in accordance with Plaid's privacy policy (currently available at https://www.plaid.com/privacy). End Client will not: (i) make representations or other statements with respect to End User data that are contrary to or otherwise inconsistent with Plaid's privacy policy; or (ii) interfere with any independent efforts by Plaid to provide End User notice or obtain End User consent.

Disclaimer; Enforcement

THE PLAID SERVICES, PLAID-PROVIDED DATA, AND ANY OTHER INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS PROVIDED BY PLAID IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED "AS IS." TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PLAID NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, OR DISTRIBUTORS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY WARRANTY THAT THE SERVICES ARE FREE FROM DEFECTS. WITHOUT LIMITING THE FOREGOING IN THIS SECTION 4 (DISCLAIMER; ENFORCEMENT), NEITHER PLAID NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, OR DISTRIBUTORS MAKE ANY REPRESENTATION OR WARRANTY AS TO THE PLAID-PROVIDED DATA THAT MAY BE OBTAINED FROM USE OF THE PLAID SERVICES OR THAT ANY PLAID SERVICES WILL BE UNINTERRUPTED, OR THAT ANY DATA PROVIDED BY OR THROUGH ANY PLAID SERVICES WILL BE TIMELY, ACCURATE, OR COMPLETE. PLAID WILL BE AN INTENDED THIRD-PARTY BENEFICIARY OF THE AGREEMENT BETWEEN PARTNER AND END CLIENT AND MAY DIRECTLY ENFORCE SUCH AGREEMENT AGAINST END CLIENT, WITHOUT PARTNER'S CONSENT OR PARTICIPATION, BUT SOLELY RELATING TO THE PLAID-PROVIDED DATA (INCLUDING FI DATA) AND PLAID SERVICES THAT ARE PROVIDED BY PLAID TO PARTNER OR END CLIENT.

FI Data

Through the Partner Services or Plaid Services, End Client may have access to information about or of End Users provided to Plaid by a bank, financial institution, or other data source (each, as designated by Plaid, "FI", and such information, the "FI Data").

(i) End Client Obligations.

a. End User Consents. End Client will provide all notices to, and obtain all express consents from, each End User as required under applicable laws in connection with End Client's use, storage, and other processing of any FI Data (such notices and consents, the "Express Consents"). Express Consents will: (A) be clear and conspicuous; (B) generally specify the categories of FI Data that End Client will receive and how End Client will use, store, and otherwise process FI Data; (C) be valid, enforceable, and expressly accepted by each End User; (D) identify any and all third parties or categories of third parties to whom End Client may provide FI Data for processing; (E) specify how End Users may exercise their right to revoke their Express Consent; and (F) include any other required disclosures under applicable laws. End Client will maintain records (which may include technical logs, screenshots, versions of Express Consents obtained) sufficient to demonstrate End Client's compliance with this Section 5(i)(a) (End User Consents) and will promptly provide such records to Plaid upon request.

b. Scope of Access. End Client will only access FI Data for which it has obtained Express Consents from the End User for the use case reviewed and permitted by Plaid in writing and consented to by the applicable End User (such use case, the "Permitted Use Case"). For clarity, key factors Plaid will consider during its review of a potential Permitted Use Case include whether the use case is appropriate and useful to provide the End User with the End Client application that the End User has enrolled in, whether the End Client application provides a direct benefit to the End User, whether the use case directly supports the development of new or improved product features for the benefit of End Users, and the jurisdiction(s) in which the End Client operates and/or stores FI Data. If End Client possesses FI Data that exceeds the scope of the End User's Express Consents, End Client will use industry-standard means to Plaid Confidential Information permanently and securely delete ("Delete") such FI Data; provided that End Client may retain such FI Data to the extent required by applicable laws. If End Client becomes aware that any data it receives from Plaid does not relate to the End User that End Client originally requested FI Data for, End Client will promptly notify Plaid and will Delete such data.

c. Data Use. End Client will use, store and otherwise process FI Data solely in accordance with the End User's Express Consents and applicable laws.

d. Data Disclosure. End Client will not disclose, transfer, syndicate or distribute FI Data to any third party (including its Permitted Service Providers) ("Data Sharing") except in each case with the End User's Express Consent and in accordance with applicable laws. Notwithstanding anything to the contrary, End Client will not sell FI Data.

e. Data Deletion. End Client will promptly Delete any FI Data upon request by the applicable End User; provided that End Client may retain copies of FI Data solely to the extent required by applicable laws.

f. No Attribution. End Client will not charge End Users any fees attributable to an FI for (a) access to its FI Data or (b) use of End User's account with an FI in connection with the End Client application. In addition, End Client will not suggest or imply a partnership, sponsorship, or other relationship with an FI based on the End Client's receipt of FI Data under the Partner-Client Agreement or this Section 5 (FI Data).

g. No Other Access. During the term of the Agreement, End Client will only access FI Data through the Plaid Services or another manner that uses the FI's authorized APIs. End Client will not "screen scrape" data from FIs or collect an End User's log-on credentials for FI accounts, and will not otherwise knowingly obtain from a third party FI Data that was originally sourced through screen scraping an FI. End Client will immediately Delete any such End User log-on credentials in its possession. End Client will maintain records to demonstrate compliance with this Section 5(i)(g) (No Other Access). For the avoidance of doubt, nothing in this Section 5(i)(g) (No Other Access) will prohibit End Client from engaging any third party to obtain services similar to the Plaid Services, provided that such third-party services enable End Client's access to FI Data solely via the FI's authorized APIs.

h. Compliance with Laws. End Client will comply with all applicable privacy, security, and other laws pertaining to FI Data. End Client will not use, store, disclose, or otherwise process any FI Data for any purpose not permitted under applicable laws. For the avoidance of doubt, End Client acknowledges that Section 1033 of the Dodd-Frank Act may include obligations on End Client relating to processing, handling, and protecting FI Data. End Client will maintain a program designed to ensure compliance with applicable laws, including appropriately training End Client personnel.

i. Information Security Program. End Client will maintain a comprehensive written information security program approved by its senior management ("Infosec Program"). The Infosec Program will include administrative, technical and physical measures designed to: (a) ensure the security of FI Data, (b) protect against unauthorized access to or use of FI Data and anticipated threats and hazards to FI Data and (c) ensure the proper disposal of FI Data. The Infosec Program will be appropriate to End Client's risk profile and activities, the nature of the End Client application, and the nature of the FI Data received by End Client. In any event, the Infosec Program will meet or exceed applicable control objectives captured in industry standards and best practices, such as AICPA Trust Service Criteria for Security, NIST 800-53, or ISO 27002, and will comply with applicable laws. End Client will use up-to-date antivirus software and anti-malware tools designed to prevent viruses, malware, and other malicious code in the End Client application or on End Client's systems.

j. Security Breach Obligations. End Client will notify Plaid promptly (and in any event within twelve (12) hours) via an email to security@plaid.com, following End Client becoming aware of any Security Breach, providing a description of all known facts, the types of End Users affected, and any other information related to such Security Breach that Plaid may reasonably request. End Client will reasonably cooperate with Plaid in investigating and remediating Plaid Confidential Information

k. Security Breaches. End Client will be responsible for the costs of investigating, mitigating, and remediating the Security Breach. "Security Breach" means any event that compromises the End Client application or End Client's systems or that does or reasonably could compromise the security, integrity or confidentiality of FI Data or result in the unauthorized use, disclosure, or loss of FI Data.FI Confidential Information. If Plaid discloses to End Client any confidential or proprietary materials of an FI pertaining to the provision of FI Data hereunder (such materials, "FI Confidential Information"), such materials will be subject to the same obligations that apply to Partner's Confidential Information under the Partner-Client Agreement, which will in no event be less protective of such information than a reasonable standard of care. FI Confidential Information will also be subject to the same obligations as FI Data under this Section 5(i) (End Client Obligations). End Client will promptly Delete FI Confidential Information in its possession upon Plaid's request and will provide a written certification regarding such Deletion.

l. Oversight and Cooperation. Toward assessing End Client's material compliance with this Section 5 (FI Data), End Client will promptly provide all reasonably necessary information and cooperation requested by Plaid, an FI, or any entity with examination, supervision, or other legal or regulatory authority over Plaid or an FI. In the event that Plaid has a good faith reason to believe that End Client is not in material compliance with this Section 5 (FI Data), Plaid will notify End Client and, upon Plaid's request, End Client will promptly provide sufficient documentation to demonstrate such material compliance. If the documentation provided by End Client in accordance with the immediately prior sentence is insufficient (in Plaid's reasonable discretion) to demonstrate such material compliance, End Client will submit to a third-party audit by a firm selected by End Client from a list of audit firms reasonably approved by Plaid to verify such compliance. Plaid and FIs may also conduct technical or operational assessments of End Client, which will be subject to advance notice and will not occur more than once per year unless legally required and materially different in scope from a preceding Audit.

m. Information Sharing. Where required by an FI or relevant to an End Client's access or use of FI Data from that FI, Plaid may share with such FI certain information related to End Client's compliance with this Section 5 (FI Data), including with respect to End Client's Infosec Program. Plaid will use commercially reasonable efforts to require that such FI treat any such information in a confidential manner.

n. Insurance. End Client will maintain insurance coverage appropriate to End Client's risk profile and activities, the nature of the End Client application, and the nature of the FI Data received by End Client; provided that such coverage will be no less than industry standard and will include cybersecurity liability insurance.

o. Access Frequency. The parties acknowledge that as of the effective date of the Partner-Client Agreement, no guidelines regarding End Client's frequency of "batch" pulls of FI Data (such guidelines, the "Guidelines") apply to Plaid end clients. Notwithstanding the foregoing in this paragraph: (1) End Client will comply with any Guidelines provided in writing by Plaid (including via Partner); and (2) Plaid and Partner may enforce such Guidelines to the extent necessary in accordance with Plaid's standard practices, which may include throttling, suspension or termination of End Client's access.

p. End Client Marks License. End Client hereby grants to Plaid and each FI (and each of their third-party service providers) the non-exclusive and non-transferable right and license to use End Client's trademarks and service marks solely in connection with consent management activities, including use associated with End User facing consent management portals operated by Plaid or an FI.

q. Suspension. Plaid may suspend End Client's access to the Plaid Services or FI Data, in whole or in part, if Plaid determines or reasonably believes that: (a) End Client has breached this Section 5 (FI Data); (b) End Client's use of the Plaid Services or FI Data will or has materially violated an agreement between Plaid and an applicable FI; (c) End Client's use of the Plaid Services or FI Data will or does pose a risk of material harm, including material reputational harm, to End Users, an FI, Plaid Confidential Information or the Plaid Services. In addition, an FI may suspend End Client's access to FI Data with respect to such FI. Plaid will use commercially reasonable efforts to: (1) notify Partner prior to any suspension described in this paragraph; (2) discuss with Partner in good faith any such suspension; and (3) resume End Client's access to the Plaid Services and FI Data as promptly as is practicable after the basis for such suspension is cured to Plaid's (and, as applicable, the relevant FI's) reasonable satisfaction.

(iii) Indemnity. End Client will indemnify, defend and hold harmless each FI, Plaid, and the affiliates of each of the foregoing from any claims, actions, suits, demands, losses, liabilities, damages (including taxes), costs, and expenses arising from or in connection with: (a) any Security Breach resulting in unauthorized disclosure of FI Data provided to End Client hereunder; or (b) End Client's unauthorized or improper use of FI Data provided to End Client hereunder (including any unauthorized Data Sharing, transmission, access, display, storage, or loss). This Section 5(iii) (Indemnity) is not subject to any limitation of liabilities set forth in the Partner-Client Agreement. Each FI is a third-party beneficiary of this Section 5(iii) (Indemnity).

(iv) Modifications. End Client acknowledges that continued access to FI Data provided by certain Fis may necessitate modifications to this Section 5 (FI Data) pertaining to all applicable Plaid end clients. End Client will accept such modifications to continue accessing or using the Plaid Services with respect to such FIs. Plaid will use commercially reasonable efforts to notify Partner of the modifications and the effective date of such modifications. If End Client objects to the modifications, its exclusive remedy is to cease any and all access and use of the Plaid Services as it relates to the applicable FI(s). Continued access to or use of such Plaid Services after the effective date of such modifications to this Section 5 (FI Data) will constitute End Client's acceptance of such Modifications.

(v) Miscellaneous. In the event of a conflict with any other agreement or provision (including other provisions within the Partner-Client Agreement), the terms and conditions of this Section 5 (FI Data) will govern and prevail. Capitalized terms used in this Section 5 (FI Data) and not otherwise defined will have the meanings ascribed to them in the Agreement. All provisions of this Section 5 (FI Data) will remain in force in the event of the termination or expiration of this Section 5 (FI Data), the Agreement, or the Partner-Client Agreement.